Exhibit 10(T)
LOS ANGELES - NEVADA POWER NOB to MCC500
50 MW FIRM TRANSMISSION SERVICE AGREEMENT
(DWP No. BP 00-001)
1. PARTIES: The Parties to this Los Angeles - Nevada Power NOB to MCC500 50 MW
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Transmission Service Agreement, DWP No. BP 00-001 (Agreement), are Nevada
Power Company ("Nevada Power"), a Nevada corporation, and The Department of
Water and Power of the City of Los Angeles ("Los Angeles"), a department
organized and existing under the Charter of the City of Los Angeles, a
municipal corporation of the State of California, hereinafter referred to
individually as "Party" and collectively as "Parties".
2. RECITALS: This Agreement is made with reference to the following facts,
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among others:
2.1 Nevada Power desires to purchase 50 MW of firm uni-directional
transmission service from the Point of Receipt where Los Angeles' Control
Area interconnects with Bonneville Power Administration's (BPA's) Control
Area at the Nevada - Oregon Border, to the point of delivery at MCC500, for
a period of 15 months, beginning October 12, 2000 through December 31,
2001.
2.2 Los Angeles is willing to provide such transmission service to Nevada
Power under this Agreement.
3. AGREEMENT: In consideration of the mutual covenants and agreements
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contained herein, the Parties hereby agree as follows.
4. DEFINITIONS: The following terms, whether in the singular or in the
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plural, when used herein, and initially capitalized, shall have the
following meanings specified:
4.1 Account: The internal record dedicated for the purpose of maintaining
a statement of Schedules or corresponding transmission loss, and for
determining Inadvertent Energy.
4.2 Agreement: This Los Angeles - Nevada Power NOB to MCC500 50 MW Firm
Transmission Service Agreement.
4.3 Authorized Representative: The individual(s) named and appointed by
each Party pursuant to this Agreement who are authorized to represent the
interest of such appointing Party.
4.4 BPA: The Bonneville Power Administration, a federal Power Marketing
Administration serving the states of Oregon, Washington, Idaho, and
portions of Montana.
4.5 Control Area: All or part of an electric utility's, power pool's, or
generating agency's electric generation, transmission, and distribution
facilities, or combination thereof with those of Third Parties, to which a
common automatic generation scheme is applied.
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4.6 Control Area Services: Those tasks which a Control Area operator must
perform to establish, execute, and maintain Schedules between Control Areas
in accordance with WSCC minimum operating reliability criteria which
include, but are not limited to: (i) Prescheduling energy interchange
between interconnected Control Areas; (ii) verification of preschedules
prior to execution of the next day' Schedules; (iii) hourly execution and
verification of Schedules as necessary; (iv) making Schedule adjustments
due to uncontrollable force or other curtailment events and notification of
affected parties; (v) reconciliation of Inadvertent Energy; and (vi) all
accounting activities associated with these tasks.
4.7 Dispatcher: An employee of a Party who has responsibility for the 7
day by 24-hour operation of such Party's electric system.
4.8 Inadvertent Energy: For any hour, the difference between the sum of
net actual energy interchange and the sum of net scheduled energy
interchange at a Point of Interconnection.
4.9 MCC500: The 500 kV bus at McCullough Switching Station in the state
of Nevada.
4.10 NOB: The point of interconnection between Los Angeles and BPA at the
Nevada - Oregon Border.
4.11 PDCI: The +/- 500 kV Pacific Direct Current Intertie between Sylmar
Converter Station and BPA's Celilo Converter Station.
4.12 Point of Delivery: A Point of Interconnection where Los Angeles is
empowered to cause Schedules to be made available to Nevada Power.
4.13 Point of Interconnection: The points where the electrical system of a
Control Area interconnects with the electrical system of another Control
Area.
4.14 Point of Receipt: A Point of Interconnection where Los Angeles is
empowered to cause Schedules to be accepted from Nevada Power.
4.15 Preschedule Period: The day or group of days during which future
Schedules have been arranged by the Parties' Schedulers.
4.16 Real-Time Schedule: Hourly Schedules accepted and included in Los
Angeles' interchange schedule by Los Angeles' Dispatchers after expiration
of the Preschedule Period.
4.17 Schedule: An intentional, prearranged interchange of energy transfers
at a specified Point of Interconnection which has been agreed upon between
the Control Areas involved.
4.18 Schedulers: An employee of a Party who has, among other duties, the
responsibility for preparing preliminary interchange energy Schedules.
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4.19 Scheduling Ability: A Party's maximum ability, expressed in megawatts
per hour, to schedule transfers of energy over transmission facilities.
4.20 Third Party: An electric utility, power pool, or generating agency,
power marketer, power broker, or other entity, not a party to this
Agreement.
4.21 WSCC: The Western Systems Coordinating Council of the North American
Reliability Council (NERC) or successor organization.
5. EFFECTIVE DATE and TERM:
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5.1 Effective Date: This Agreement shall become effective when duly
executed by the Parties.
5.2 Termination Date: This Agreement shall continue in full force and
effect until the earlier of: (i) 23:59 hours on December 31, 2001; (ii)
termination by mutual agreement of the Parties; or (iii) termination by Los
Angeles under Section 11.7 or Section 11.10.
6. TRANSMISSION SERVICE:
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6.1 Commencing October 12, 2000, Los Angeles shall provide, and Nevada
Power shall purchase, 50 MW of firm uni-directional transmission service
(and associated transmission losses pursuant to Section 9) from the Point
of Receipt at NOB to the Point of Delivery at MCC500 for the period between
00:00 hours on October 12, 2000 through 23:59 hours on December 31, 2001.
6.2 Nevada Power shall have to right to re-sell the firm transmission
service explained in Section 6.1 to a Third Party on a short term basis
when Nevada Power is not using the transmission service. Nevada Power shall
submit schedules/preschedules to Los Angeles consistent with Section 8.8
hereunder. Nevada Power shall notify Los Angeles as soon as possible after
the re-sale occurs and prior to the provision of service. Compensation to
Nevada Power by a Third Party shall not exceed the monthly rate paid by
Nevada Power to Los Angeles as pro-rated for the time period of the
transmission re-sale. Nevada Power shall remain solely liable for the
performance of obligations under this Agreement, regardless of the amount
or duration of firm transmission service Nevada Power re-sells to Third
Parties.
6.3 During any hour when Nevada Power is not scheduling energy on the
transmission service provided hereunder, Los Angeles shall have the right
to schedule energy on a nonfirm basis over such transmission service at no
cost to Los Angeles.
6.4 Nevada Power shall have the right to request, during the Preschedule
Period, a change of either the Point of Receipt or Point of Delivery on a
nonfirm, as available basis during the term of this Agreement. However,
Nevada Power shall not request a change of both the Point of Receipt and
Point of Delivery at the same time nor shall
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Nevada Power schedule more than one Point of Receipt/Point of Delivery
combination (including NOB/MCC500, respectively) for any single day.
6.5 If at the end of the contract term, Los Angeles cannot accommodate all
requests for transmission service on the PDCI, Nevada Power shall have the
right of first refusal to continue taking the firm transmission service
purchased under this Agreement by accepting a rate and contract term at
least equal to those of competing requests.
7. TRANSMISSION CURTAILMENTS:
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7.1 Los Angeles may curtail Nevada Power's Scheduling Ability hereunder in
response to limitations on the facilities providing service hereunder due
to: (i) uncontrollable force, as defined in Section 13; (ii) operational
conditions such as unscheduled flow or transmission nomograms applicable to
facilities providing service hereunder; or (iii) transmission limitations
which are necessary or desirable in the sole judgment of Los Angeles for
the purpose of maintenance, repairs, replacements, installation,
investigations, and inspections of equipment and facilities which are
operated by Los Angeles.
7.2 For the purposes of Section 7.1, the curtailment priority for Nevada
Power shall be the same as the curtailment priority for Los Angeles.
Curtailments shall be allocated proportionally among Los Angeles, Nevada
Power, and all Third Parties for whom Los Angeles is providing firm
transmission service between NOB and MCC500.
7.3 In the event continuity of service within Los Angeles' Control Area is
being jeopardized or any element of Los Angeles' electrical system
providing service hereunder is at risk of damage as determined by Los
Angeles in its sole judgment, Los Angeles may curtail Nevada Power's
Scheduling Ability to the extent necessary to avoid or eliminate such
jeopardy or risk of damage while maintaining the curtailment priority
described in Section 7.2.
7.4 No curtailment credit will be given for any curtailments occurred
under conditions described under Section 7 herein.
8. SCHEDULING PROVISIONS:
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8.1 Nevada Power shall endeavor to preschedule energy in the manner
described hereunder. Nevada Power may modify existing preschedules or
submit Real-Time schedules subject to provisions under Section 8.4, 8.5 and
8.6 hereunder.
8.2 Los Angeles shall establish one energy Account and one corresponding
energy loss Account for Nevada Power's use for scheduling under this
Agreement.
8.3 Schedules shall be submitted to Los Angeles' Schedulers for inclusion
in the Los Angeles interchange preschedule by 1100 hours (Pacific Time) on
the day prior to the effective date of the Schedule. Schedules for weekend,
NERC holiday and national holidays shall be submitted in accordance with
prevailing WSCC procedures, or as determined by Los Angeles' Schedulers,
whichever calls for the earlier submittal.
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Nevada Power shall submit NERC transaction tags corresponding to each
Schedule as required by WSCC.
8.4 If Nevada Power desires to modify its Schedule after the Preschedule
period or to submit Real-Time Schedules, Nevada Power shall notify Los
Angeles' Dispatcher at least one hour in advance of the hour when such
Schedules are to become effective, provided that an Account for such
transmission path has been previously established.
8.5 At those times when Nevada Power requests that the Schedule be
modified or submits a Real-Time Schedule due to an emergency on Nevada
Power's electric system, Los Angeles will make best efforts to accommodate
Nevada Power's request as soon as possible.
8.6 In the event Nevada Power's Scheduling Ability is curtailed in real
time pursuant to Section 7 herein, Nevada Power shall, immediately after
oral notification by Los Angeles' Dispatcher, reduce Nevada Power's
Schedule in the amount determined by Los Angeles.
8.7 Whenever Nevada Power becomes aware of any condition, external to Los
Angeles' Control Area, which requires that Nevada Power reduce its
Schedules hereunder, Nevada Power shall orally notify Los Angeles'
Dispatcher of such condition and Los Angeles' Dispatcher shall reduce
Nevada Power's Schedules in the amount determined by Nevada Power.
8.8 Los Angeles shall not be obligated to perform any scheduling and or
accounting for any Third Party.
8.9 Los Angeles reserves the right to curtail Schedules under this
Agreement whenever Los Angeles determines, in its sole judgement, that such
Schedules do not correspond precisely to other simultaneous Schedules at
the Point of Receipt and the Point of Delivery, that such Schedules are
part of an incomplete or insufficient transaction path, or that such
Schedules violate WSCC scheduling policies.
8.10 As an inclusion in the transmission service rates pursuant to Section
10 hereunder, Nevada Power is entitled to submit one NERC transaction tag
per day free of charge during the entire period of this Agreement. Los
Angeles reserves the right to charge up to $87.36 per revision whenever
Nevada Power desires to make a request to modify its existing Schedule
during the day. For the purposes of this section, a single Schedule or
revision, which prevailing WSCC procedures may require to be presented on
multiple NERC tags, shall be counted as one tag.
8.11 The Authorized Representatives shall coordinate changes to the
scheduling and dispatching procedures in this Section 8 to conform to Los
Angeles' overall system operation as such may be changed from time to time.
9. TRANSMISSION LOSSES:
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9.1 Transmission losses associated with the energy scheduled pursuant to
this Agreement shall be the responsibility of Nevada Power. The amount of
such losses shall be deemed to be 6.36 percent of the energy transmitted
between NOB and MCC500.
9.2 Transmission loss shall be settled financially unless it is mutually
agreed to settle pursuant to Section 9.3 hereunder. Nevada Power shall pay
Los Angeles, for each month, an amount equal to the hourly California Power
Exchange Market Clearing Price in the "day of" market at Eldorado/MCC500
multiplied by the losses incurred hereunder during each hour of the month.
9.3 Nevada Power shall have the right to request that the transmission
loss incurred hereunder during the month be returned to Los Angeles with
the actual energy provided by Nevada Power in accordance with Los Angeles's
schedule/accounting procedure. In that event, unless otherwise notified,
Nevada Power is assumed to return the losses concurrent with the scheduled
energy. Nevada Power may need to purchase additional transmission to cover
such losses.
10. TRANSMISSION SERVICE AND ANCILLARY SERVICE RATES:
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10.1 As payment for the transmission service provided hereunder, Nevada
Power shall pay Los Angeles $150,000.00 each month.
10.2 The above-mentioned fee of $150,000 per month shall include only the
following services: (i) 50 MW of firm uni-direction transmission service,
from NOB to MCC500 (ii) VAR and Voltage support service for up to 12,000
MWh per month (an additional charge of $0.33 per MWh will be applied if
12,000 MWh is exceeded), and (iii) one Schedule per day, with additional
revision charges applied pursuant to Section 8.10.
10.3 Other ancillary services, as defined by the Federal Energy Regulatory
Commission (FERC) or the North America Electric Reliability Council (NERC)
or WSCC, including, but not limited to, operating reserve-spinning,
operating reserve-supplemental, replacement reserve, regulation and
frequency response service, shall be the responsibility of Nevada Power,
and as such they will be provided separately by Nevada Power as required.
11 BILLINGS, PAYMENTS:
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11.1 Commencing October 12, 2000, as soon as practicable after the last
day of each month, Los Angeles shall render a monthly billing to Nevada
Power for services provided hereunder during that month. Nevada Power shall
pay such bill within twenty (20) calendar days after receipt thereof.
11.2 If all or portion of a bill is disputed, the entire amount of the
bill shall be paid when due and Los Angeles' Authorized Representative
shall be concurrently provided written notice of the disputed amount and
the basis for the dispute. Los Angeles shall reimburse any amount
determined to have been correctly disputed, with interest calculated in
accordance with Section 11.3 hereof, within ten (10) calendar days after
such determination.
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11.3 Amounts which are not paid when due shall bear interest at a rate
equal to one percent (1%) per month, prorated by the days from the date
payment was due until the date payment is received. Payments received by
mail shall be accepted without assessment of such interest provided the
postmark indicates the payment was mailed on or before the due date.
11.4 Bills shall be submitted by Los Angeles to Nevada Power at the
following address:
Sierra Pacific Power / Nevada Power
Director, Transmission Business Services
P.O. Box 10100
Reno, Nevada 89520-0024
11.5 Nevada Power shall make remittance to Los Angeles at the following
address:
Department of Water and Power
of the City of Los Angeles
Accounting Business Unit - Invoice Collectible Section
P.O. Box 51111, Room 445
Los Angeles, CA 90051-0100
11.6 Either Party may, at any time by written notice to the other Party,
change their respective addresses as specified in Section 11.4 or Section
11.5.
11.7 Los Angeles shall have the right, upon not less than fifteen (15)
calendar days' advance written notice, to suspend the transmission service
provided hereunder for nonpayment of bills, and to refuse to resume such
service so long as any part of the amount due remains unpaid. Such a
suspension of service shall not relieve Nevada Power of liability for any
other charges which accumulate during the time that service is suspended.
The rights reserved by and to Los Angeles shall be in addition to all other
remedies available to Los Angeles either by law or in equity for the breach
of any of the terms hereof.
11.7.1 Nevada Power shall have thirty (30) calendar days
from the notice of suspension of service to remit payment
of the delinquent bill.
11.7.2 If Nevada Power does not remit payment within the
allowed time, Los Angeles may unilaterally terminate this
Agreement.
11.8 From time to time, for the purpose of determining the ability of
Nevada Power to meet its obligations to make payments hereunder, Los
Angeles may initiate a reasonable creditworthiness review, to be performed
in accordance with standard commercial practices.
11.9 If Los Angeles has suspended service due to Nevada Power's nonpayment
of bills or if a creditworthiness review reveals that Nevada Power is
subject to, or operating under, bankruptcy laws, judgments, or any other
conditions which could materially affect Nevada Power's ability to make
payments hereunder, Los Angeles may require Nevada Power to
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furnish a satisfactory payment bond or alternative security, acceptable to
Los Angeles and consistent with commercial practices established under the
Uniform Commercial Code.
11.10 Nevada Power shall have sixty (60) calendar days from the date of
written notification to forward the required security to Los Angeles. If
Nevada Power does not provide the required security by the allowed time,
Los Angeles may unilaterally terminate this Agreement upon any nonpayment
of bills by Nevada Power.
12 LIABILITY:
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12.1 Los Angeles shall not be liable to Nevada Power and Nevada Power
hereby releases Los Angeles from, and agrees to hold harmless Los Angeles
against, any claim, demand, liability, loss or damage, whether direct,
indirect, or consequential incurred by either Nevada Power or any customers
of Nevada Power, which results from the provisions of service under this
Agreement.
12.2 Nevada Power shall not be liable to Los Angeles and Los Angeles
hereby releases Nevada Power from, and agrees to hold harmless Nevada Power
against, any claim, demand, liability, loss or damage, whether direct,
indirect, or consequential incurred by either Los Angeles or any customers
of Los Angeles, which results from the provisions of service under this
Agreement.
13 UNCONTROLABLE FORCE:
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13.1 Neither Party shall be considered to be in default in the performance
of any of its obligations under this Agreement (other than obligations to
make payment for bills rendered pursuant to this Agreement) when a failure
of performance shall be due to an uncontrollable force. The term
"uncontrollable force" shall mean any cause beyond the control of the Party
unable to perform such obligations, including, but not limited to, failure
of or threat of failure of facilities, flood, earthquake, storm, drought,
fire, pestilence, lightning, and other natural catastrophes, epidemic, war,
riot, civil disturbance, or disobedience, strike, labor dispute, labor or
material shortage, sabotage, government priority, restraint by court order
or public authority, and action or nonaction by, or inability to obtain the
necessary authorizations or approvals from any governmental agency or
authority which, by exercise of due diligence, such Party could not
reasonably have been expected to avoid and which, by exercise of due
diligence, it has been unable to overcome. Nothing contained in this
Section 13 shall be construed as to require either Party to settle a strike
or labor dispute in which it may be involved.
14 EFFECT OF SECTION HEADINGS: Section headings appearing in this Agreement
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are inserted for convenience only and shall not be construed as
interpretations of text.
15 TRANSFER OF INTEREST:
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15.1 Except as provided in Section 6.2, neither Party shall voluntarily
assign or transfer this Agreement, in whole or in part, or any of its
interest hereunder to any other person or entity, without the prior written
consent of the other Party; provided, however, such
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consent shall not be unreasonably withheld. Any attempt to transfer or
assign this Agreement, or any privilege hereunder without such prior
written consent, except as provided herein, shall be void and confer no
right to any party that is not a Party to this Agreement.
15.2 Any successor to or assignee of the rights of either Party, whether
by voluntary transfer, judicial sale, foreclosure sale, or otherwise, shall
be subject to all the provisions and conditions of this Agreement to the
same extent as though such successor or assignee were an original Party to
this Agreement.
16 NO DEDICATION OF FACILITIES: Any undertaking by one Party to the other
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Party under any provisions of this Agreement shall not constitute the
dedication of the system or any portion thereof of either Party to the
public or to the other Party or any other person or entity, and it is
understood and agreed that any such undertaking by either Party shall cease
upon the termination of such Party's obligations under this Agreement.
17 WAIVERS: Any waiver at any time by either Party of its rights with respect
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to a default under this Agreement, or with respect to any other matter
arising in connection with this Agreement, shall not be deemed a waiver
with respect to any subsequent default or other matter arising in
connection therewith. Any delay, short of the statutory period of
limitation in asserting or enforcing any right, shall not be deemed a
waiver of such right.
18 RELATIONSHIP OF PARTIES: The covenants, obligations, and liabilities of the
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Parties are intended to be several and not joint or collective, and nothing
contained in this Agreement shall ever be construed to create an
association, joint venture, trust or partnership, or to impose a trust or
partnership covenant, obligation, or liability, on or with regard to either
Party. Each Party shall be individually responsible for its own covenants,
obligations, and liabilities as provided in this Agreement. Neither Party
shall be under the control of or shall deem to control the other Party.
Neither Party shall be the agent of or have a right or power to bind the
other Party without such other Party's written consent.
19 DISPUTES: Disputes on any matter relating to this Agreement shall be
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discussed and resolved by the Authorized Representatives, who shall use
their best efforts to amicably and promptly resolve such disputes. Should
the Authorized Representatives be unable to resolve a dispute, the matter
shall be referred to the individuals who are specified to receive written
notices at such time pursuant to Section 23.
20 NO THIRD-PARTY RIGHTS: The Parties do not intend to create rights in, or to
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grant remedies to, any Third Party as a beneficiary of this Agreement or of
any duty, covenant, obligation, or undertaking established herein.
21 AUTHORIZED REPRESENTATIVE:
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21.1 Each Party, within thirty (30) calendar days after the effective date
of this Agreement, shall appoint and designate a person to be its
Authorized Representative. Such appointment and designation shall be in
writing and shall be forwarded by each Party to the other.
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21.2 Each Authorized Representative shall be authorized and empowered by
the appointing Party to carry out the provisions of this Agreement on
behalf of and for the benefit of such Party, and to provide liaison between
the Parties.
21.3 The Authorized Representatives shall have no authority to alter,
modify or delete any of the provisions of this Agreement.
22 GOVERNING LAW: This Agreement shall be interpreted, governed by, and
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construed under the laws of the State of California with venue in the City
of Los Angeles.
23 NOTICES: Notifications under this Agreement, except written notices
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required or authorized herein, shall be made by telephone or such other
means as mutually agreed to between the Parties' Dispatchers or Schedulers.
Any written notices required or authorized under this Agreement shall be
delivered in person or sent by registered or certified mail, postage
prepaid, to the persons specified below:
If to Los Angeles, the notice shall be sent to:
Department of Water and Power
of the City of Los Angeles
c/o Director of Bulk Power, (or any successor thereto)
P.O. Box 51111, Room 1149
Los Angeles, California 90051-0100
If to Nevada Power:
Director of Transmission Business (or any successor thereto)
Sierra Pacific Power / Nevada Power(
6100 Neil Road
P.O. Box 10100
Reno, Nevada 89520-0024
Either Party may, from time to time, by written notice to the other Party,
change the designation or address of the person so specified as to the one
to receive notices pursuant to this Agreement.
24 ENTIRE AGREEMENT: This Agreement contains the entire agreement and
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understanding between the Parties, their agents, and employees as to the
subject matter of this Agreement. This Agreement may be amended only by a
written document signed by the Parties. It is understood by the Parties
that the terms and conditions of this Agreement are unique to the
transactions described herein and shall not, therefore, be considered as
precedent for any future transactions between the Parties or between any of
the Parties and a Third Party. Each Party acknowledges that each Party was
represented by counsel in the negotiation and that it has been authorized
to execute this Agreement. Nevada Power represents and warrants that it is
free to enter into this Agreement and to perform each of the terms and
covenants of it. Nevada Power represents and warrants that it is not
restricted or prohibited, contractually or otherwise, from entering into
and performing this Agreement, and that the execution and performance of
this Agreement by Nevada Power will not constitute a violation or breach of
any other Agreement between it and any other person or entity.
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25 ATTORNEY FEES AND COSTS: Both Parties agree that in any action to enforce
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the terms of this Agreement that each Party shall be responsible for its
own attorney fees and costs.
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26. SIGNATURE CLAUSE: The signatories hereto represent that they have been
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appropriately authorized to enter in this Los Angeles - Nevada Power NOB to
MCC500 50 MW Firm Transmission Service Agreement (DWP No. BP 00-001) on
behalf of the Party for whom each signs. This Agreement is hereby executed
as of the ______ day of _________________, 2000.
DEPARTMENT OF WATER AND POWER
OF THE CITY OF LOS ANGELES
By
BOARD OF WATER AND POWER COMMISSIONERS
OF THE CITY OF LOS ANGELES
Date:_________________ By:______________________________________________
And:_____________________________________________
Secretary
NEVADA POWER
By: _____________________________________________
Typed name: Gary L. Porter
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Title: Exectutive Director, Transmission
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Date signed: ____________________________________
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